SEC Filings

and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during Executives employment hereunder and for one year after the date of termination of
employment (the Non-compete Period), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative
capacity by, or in any manner engage in, any Competing Business. For purposes hereof, Competing Business means any business that owns, operates or manages any movie theatre within a 25-mile radius (if such theatre is
outside of a Major DMA) or a 10-mile radius (if such theatre is within a Major DMA) of any theatre (i) being operated by the Company or any of its Subsidiaries during Executives employment hereunder (but excluding any theatres which the
Company and its Subsidiaries have ceased to operate as of the date of the termination of Executives employment hereunder), or (ii) under consideration by the Company or any of its Subsidiaries for opening as of the date of termination of
employment; Major DMA means a Designated Market Area with a number of households in excess of 700,000; Designated Market Area means each of those certain geographic market areas for the United
States designated as such by Nielsen Media Research, Inc. (Nielsen), as modified from time to time by Nielsen, whereby Nielsen divides the United States into non-overlapping geography for planning, buying and evaluating
television audiences across various markets and whereby a county in the United States is exclusively assigned, on the basis of the television viewing habits of the people residing in the county, to one and only one Designated Market Area; and all
theatres operated by the Company and its Subsidiaries in Canada shall be treated as being outside of a Major DMA. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than five percent (5%) of the outstanding
stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, or (ii) during the one year period following the termination of Executives employment,
owning, operating or investing in up to five (5) movie theatres, so long as each such theatre is outside of a 25-mile radius of the theatres being operated by the Company or any of its Subsidiaries or under consideration by the Company or any
of its Subsidiaries for opening, in each case, as of the time of termination of Executives employment. During the one-year period following the termination of Executives employment for any reason, Executive shall provide reasonable
notice to the Company of his plans for acquiring ownership in, commencing operations of, or investing in, any movie theatre prior to any such event. Notwithstanding the foregoing, Executives obligations under this Section 4.2 shall
terminate and become null and void if Executive terminates his employment with Good Reason.

4.3 Proprietary Interest. All
inventions, designs, improvements, patents, copyrights and discoveries conceived by Executive during Executives employment by the Company or its affiliates that are useful in or directly or indirectly related to the business of the Company and
its affiliates or to any experimental work carried on by the Company or its affiliates, shall be the property of the Company and its affiliates. Executive will promptly and fully disclose to the Company or its affiliates all such inventions,
designs, improvements, patents, copyrights and discoveries (whether developed individually or with other persons) and shall take all steps necessary and reasonably required to assure the Companys or such affiliates ownership thereof and
to assist the Company and its affiliates in protecting or defending the Companys or such affiliates proprietary rights therein.